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TrueCar (TRUE)

TrueCar, Inc. is a leading automotive digital marketplace that connects car buyers with a network of TrueCar Certified Dealers across the United States. The company provides a personalized and efficient car-buying experience by offering market-based pricing data, VIN-based price offers, and tools to streamline the purchasing process. TrueCar also collaborates with automobile manufacturers and affinity partners to deliver targeted incentives and co-branded platforms.

  1. Dealer Revenue - Generates revenue from franchise and independent dealers through subscription fees and pay-per-sale transaction fees. Includes products like TrueCar Wholesale Solutions (TCWS) and TrueCar Marketing Solutions (TCMS).
  2. OEM Incentives Revenue - Earns revenue from automobile manufacturers by facilitating targeted incentive programs for consumers.
  3. Other Revenue - Includes ancillary services such as trade-in valuation tools and conditional offers for vehicles through the True Cash Offer program.

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  1. With Amex coming off the affinity partner program in April, how do you plan to mitigate the potential revenue impact, and are there new affinity partners lined up to replace the volume Amex currently contributes?
  2. Given that wholesale revenue negatively affects gross margins and is not expected to grow beyond Q3 levels, what strategies will you employ to improve gross margins in the near term?
  3. Can you provide more specifics on the timeline and expected revenue contribution of your AI/ML and data monetization initiatives, considering they are part of your plan to reach $300 million in revenue by 2026?
  4. Despite efforts to stabilize dealer activation, total dealer count remains flat, particularly with independent dealers. What concrete steps are you taking to improve dealer activation and retention in 2025?
  5. You mentioned increasing marketing spend might compress adjusted EBITDA margins in the short term. How do you plan to balance these growth investments with your target of achieving a 10% free cash flow margin by the end of 2026?
Program DetailsProgram 1Program 2
Approval DateJuly 2022 February 2024
End Date/DurationSeptember 30, 2024 December 31, 2026
Total Additional Amount$0 (extension only) $54.2 million
Remaining Authorization$0 $80.2 million
DetailsExtension of prior program Enhances shareholder value; flexible repurchase methods

Notable M&A activity and strategic investments in the past 3 years.

CompanyYearDetails

Digital Motors

2022

Digital Motors was acquired in Q2 2022 to integrate its automotive retail and financial technology platform into the company’s offerings, such as TrueCar+; later, in June 2023, an agreement was reached to waive certain product development and revenue milestones tied to contingent consideration.

Recent press releases and 8-K filings for TRUE.

TrueCar Investigated by Ademi Firm Over Lone Star Funds Transaction
·$TRUE
Legal Proceedings
M&A
Takeover Bid
  • The Ademi Firm is investigating TrueCar (Nasdaq: TRUE) for possible breaches of fiduciary duty and other violations of law in connection with its transaction with Lone Star Funds.
  • TrueCar shareholders are expected to receive $2.55 per share, which represents an equity value of approximately $227 million.
  • The investigation is examining the conduct of TrueCar's board of directors, specifically concerning a transaction agreement that includes a significant penalty for competing bids and provides substantial benefits to TrueCar insiders.
Oct 15, 2025, 5:00 PM
TrueCar to Go Private in $227 Million Buyout
·$TRUE
M&A
Delisting/Listing Issues
Takeover Bid
  • TrueCar is set to go private through an all-cash acquisition deal valued at approximately $227 million, led by its founder Scott Painter, who will return as CEO upon completion.
  • The acquisition price of $2.55 per share represents a 72% premium over TrueCar's closing stock price prior to the announcement.
  • The transaction is expected to close by late 2025 or early 2026 and will result in TrueCar's shares being delisted from Nasdaq.
  • TrueCar's largest collective stockholder, Caledonia, has committed to vote in favor of the acquisition, despite the company's current financial distress indicated by an Altman Z-Score of -2.41.
Oct 15, 2025, 2:25 PM
TrueCar to be Acquired by Fair Holdings in All-Cash Transaction
·$TRUE
M&A
Takeover Bid
Delisting/Listing Issues
  • TrueCar, Inc. entered into an Agreement and Plan of Merger with Fair Holdings, Inc. and Rapid Merger Subsidiary, Inc. on October 14, 2025.
  • Under the terms of the merger, each outstanding share of TrueCar common stock will be converted into the right to receive $2.55 in cash.
  • The Board of Directors of TrueCar unanimously approved the merger and recommends that the company's stockholders vote to approve and adopt the agreement.
  • The agreement includes a 30-day "Go-Shop Period" following execution, ending at 11:59 p.m. (Pacific Time) on November 13, 2025, during which TrueCar and its representatives can solicit competing acquisition proposals.
  • Upon the closing of the merger, TrueCar's stock will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934.
Oct 15, 2025, 12:57 PM
TrueCar to Be Acquired in Go-Private Transaction
·$TRUE
M&A
CEO Change
Takeover Bid
  • TrueCar announced it has entered into a definitive agreement to be acquired by Fair Holdings, Inc., an entity led by TrueCar founder Scott Painter, in an all-cash, go-private transaction.
  • TrueCar stockholders will receive $2.55 per share in cash, which represents an equity value of approximately $227 million based on current basic shares outstanding.
  • Upon completion of the transaction, Scott Painter will return as Chief Executive Officer.
  • The transaction is expected to close in the fourth quarter of 2025 or early 2026 and includes a 30-day "go-shop" period expiring on November 13, 2025.
Oct 15, 2025, 12:45 PM
TrueCar Reports Q2 2025 Financial Results
·$TRUE
Earnings
Demand Weakening
Revenue Acceleration/Inflection
  • TrueCar reported 12% year-over-year total revenue growth for Q2 2025.
  • Adjusted EBITDA for Q2 2025 was a loss of ($1.2) million, with a margin of (2.5%).
  • Total units remained flat year-over-year at 0% in Q2 2025, while traffic declined (29%) year-over-year.
  • Monetization increased 13% year-over-year in Q2 2025, indicating higher revenue per transaction.
  • The independent dealer count decreased 10% year-over-year in Q2 2025.
Aug 7, 2025, 1:00 PM
TrueCar reports Q2 2025 results, advances TrueCar+ commercialization, and forecasts H2 2025 profitability
·$TRUE
Earnings
Product Launch
Guidance Update
  • TrueCar reported Q2 2025 total revenue of $47.0 million, a 12.4% increase year-over-year, and reduced its net loss to ($7.6 million) from ($13.5 million) in Q2 2024. Adjusted EBITDA for the quarter was ($1.2 million).
  • The company made significant progress towards commercializing TrueCar+ (TC+) by year-end, completing integration with CDK's dealer management system and redesigning the consumer checkout flow, which led to a 115% increase in add-to-cart rate.
  • Operational efficiencies include a nearly 30% year-over-year improvement in average cost per sale for non-Affinity Partner units due to restructured performance marketing. A realignment of sales and service teams is also expected to generate approximately $500 thousand of monthly headcount savings starting in Q3 2025.
  • Despite an expected 5-10% decline in new vehicle retail sales in the second half of 2025 compared to prior year levels, TrueCar anticipates achieving Adjusted EBITDA profitability and positive Free Cash Flow over the second half of 2025.
Aug 6, 2025, 12:00 AM
TrueCar Q1 2025 Earnings Report & Results
·$TRUE
Earnings
Product Launch
Revenue Acceleration/Inflection
  • Revenue reached $44.8M in Q1 2025, marking a 9.2% YoY increase (up from $41.1M) while Adjusted EBITDA shifted from $0.9M to negative $3.8M, reflecting margin pressure .
  • Units sold grew from 79K to 86K – a surge of 23% YoY that significantly outpaced the industry’s 6.8% growth .
  • The company advanced its TC+ pilot with integration efforts involving CDK and Tekion, while managing uncertainties from 25% tariffs that may add approximately $4,500 in cost per vehicle .
  • Traffic declined from 7.7M to 5.8M and total dealer count slightly dropped from 11,388 to 11,272 during the period .
  • A detailed revenue breakdown across franchise, independent, OEM, and other product lines highlighted a mix of performance factors .
May 6, 2025, 1:01 PM
TrueCar Reports Q1 2025 Operational Results
·$TRUE
Earnings
Revenue Acceleration/Inflection
New Projects/Investments
  • Revenue grew to $44.8 million (+9.2% YoY) while the net loss widened to -$10.1 million, reflecting higher overall expenses and strategic investments.
  • New unit sales increased by 23% YoY, significantly outperforming the industry’s growth rate, indicating robust demand.
  • The company advanced its TrueCar+ pilot program, achieving improved conversion rates and digital transaction efficiencies to support future scaling.
May 5, 2025, 12:00 AM